BIRLESIM_2022 ANNUAL REPORT

BİRLEŞİM MÜHENDİSLİK 2022 ANNUAL REPORT 94 MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES The Company’s profit distribution policy, presented below, was defined within the framework of Capital Market Legislation and Articles of Association at the Board of Directors meeting held on 10 August 2021 and it will be submitted to shareholders at the first general assembly meeting. There are no privileges for shareholders in terms of profit distribution. “Profit Distribution Policy” of Birleşim Mühendislik Isıtma Soğutma Havalandırma Sanayi ve Ticaret A.Ş. (“The Company”) is designed in accordance with the provisions of Turkish Commercial Code, capital market legislation and related regulations and the Company’s Articles of Association, in line with the Company’s medium and long-term strategies, investment and financial plans and by observing the balance between expectations of shareholders and the Company’s needs. It is prepared and presented by the Board of Directors and approved by the resolution taken at the General Assembly. Considering the cash flow necessities of the Company, a policy of distributing 15% of the net profit to be distributed, in cash, is adopted by the Company. Profit distribution policy is subject to the Company’s cash projections, future expectations for operations, investment plans and conditions of capital market. Furthermore, this policy will be reviewed by the Board of Directors in case of unfavorable domestic and global economic conditions, based on projects on the agenda and the Company’s financial resources. In case of a change in profit distribution policy, the board of directors resolution and its reason is publicly disclosed within the framework of CMB’s regulations for disclosure of special events. For profit distribution, the Board of Directors takes a decision for each period separately, this profit distribution proposal is disclosed to public in accordance with the legislation and published at the Company’s web site. General Assembly may decide to distribute profit at a higher rate, or to allocate par tor all of the net profit to extraordinary reserves. In the event that the Board of Directors proposed General Assembly not to distribute the net profit, information related with reasons of this situation and how this undistributed profit will be used is provided to shareholders at the General Assembly Meeting. Profit is distributed equally to all existing shares as of the date of the distribution regardless of their dates of issuance and date of acquisition. Profit distribution starts at a date determined by the General Assembly or Board of Directors, if authorized by the General Assembly, until the end of the year the General Assembly meeting was held at the latest. The sixth item of the 2021 ordinary general meeting held on 20 April 2022 was concerned with distribution of the company’s 2021 profits. According to the TMS/TFRS compatible and independently audited financial statements and statutory books of account for the 1 January 2021 to 31 December 2021 fiscal year prepared in accordance with CMB Communique II:14.1 (“Financial Reporting Principles in Capital Markets”), the company showed a net distributable profit of TL 29,888,871 after setting aside a first legal reserve pursuant to the Turkish Commercial Code. At that meeting, shareholders approved paying a gross dividend of TL 4,483,331 corresponding to 15% of net distributable profit as called for by the company’s published dividend policy. They also voted to begin paying this dividend on 13 June 2022, the date of the company’s foundation. PROFIT DISTRIBUTION POLICY